CMVM publishes annual issuers circular with new rules

CMVM Annual Circular 004/2025 reflects the challenges of the economic and financial context and is in lign with the CMVM’s Strategic Plan for 2025-2028.

Main supervision areas in 2025

The CMVM will strengthen its supervision of issuers, focusing on risk models, corporate governance, financial and sustainability reporting, and market development. The main lines of action include the following: 

• Risk models and data-based supervision

The CMVM highlights that one of the main areas of action for 2025 will be the development, improvement and application of risk models based on high quality and reliable information. The aim is to enable the supervisory body to consider a comprehensive and integrated view of the various aspects of issuers, including:

1. corporate governance practices;
2. evolution of the financial situation; and
3. inherent risks in social and environmental factors.

As part of this approach, issuers may be contacted to provide additional information through meetings, questionnaires and document analysis, enabling the CMVM not only to improve its supervisory models, but also to incentivize companies to review and adjust their own systems and internal organization models.

Composition of corporate bodies and corporate governance reports

Supervision will focus on:

1. compliance with the gender representation rule for the management and supervisory bodies of listed companies (minimum of 33.3% of the under-represented gender);
2. mandatory disclosure of changes to corporate bodies, which may constitute inside information and must be communicated to the market within the legal deadline; and
3. transparency in corporate governance reports, including information on remuneration policies and any compensation paid.

• Reporting and sustainability requirements

Issuers must prepare for sustainability reporting under the CSRD Directive, which imposes detailed reporting standards (European Sustainability Reporting Standards or ESRS). The CMVM recommends that issuers begin the transition to this new model even before the directive is transposed into national law.

• Supervision will pay particular attention to:

1. consistency between financial information and sustainability information;
2. disclosure of greenhouse gas emissions and climate transition plans; and
3. compliance with the Taxonomy Regulation and ESG Ratings Regulation.

The CMVM plans to hold information sessions to help issuers adapt to these new requirements.

The circular highlights important regulatory changes at national and international level that will impact issuers:

• At national level

1. One-off amendment to the Securities Code to adjust the rules on takeover bids and potential takeover bids
2. Tax measures for issuers, including tax incentives for companies seeking to list their shares on a regulated market
3. Transposition of the European Directive on Gender Balance, with stricter requirements for the representation of the under-represented gender in corporate bodies.

• At international level

1. Listing Act: Set of European amendments to facilitate the listing of companies on the stock exchange, simplifying prospectuses and ESG disclosure requirements
2. European Green Bonds (EuGBS): New regulation to promote transparency and credibility in sustainable debt issues
3. European Single Access Point Regulation (ESAP): Creation of a European single point of access to financial and corporate information, with an impact on issuers’ reporting obligations.

The CMVM will continue to monitor issuers’ compliance with the rules, focusing particularly on:

1. monitoring corporate governance and shareholder participation in general meetings;
2. supervising sustainable debt issues, ensuring transparency in allocating the resources raised; and
3. monitoring compliance with insider trading rules, avoiding information asymmetries in the market.